SecProbe.io

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 May 16, 2025

Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan

 Re: HW Electro Co., Ltd.
 Registration Statement on Form F-1
 Filed May 9, 2025
 File No. 333-287112
Dear Weicheng Hsiao:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed May 9, 2025
Capitalization, page 39

1. It does not appear the non-current portion of your loans payable to
third party is
 included in your capitalization table. Please revise or advise.
Dilution, page 41

2. Please explain to us how the short-term loan obtained after September
2024 increased
 your pro forma net tangible book value. In this regard, we note that net
tangible book
 value is calculated as total tangible assets less total liabilities. In
addition, please tell
 us how you considered excluding deferred offering costs from the
historical, pro
 forma and pro forma as adjusted net tangible book value amounts.
 May 16, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 47

3. Please revise to provide a more comprehensive discussion and analysis of
the factors
 that impacted your results between comparative periods for all periods
presented,
 including a discussion of any known trends or uncertainties that are
reasonably
 expected to impact near and long-term results. Refer to Item 303(b)(2)
of Regulation
 S-K and Commission Release No. 33-8350.
Cash Flows
Cash Flow from Operating Activities, page 55

4. Your net cash used in operating activities appears to have decreased by
$11.5 million
 during fiscal year 2024 as opposed to $1.1 million as you disclosed on
page 55. Please
 advise or revise.

General

5. Please revise Exhibit 5.1 to cover the shares that may be sold pursuant
to the over-
 allotment option.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact SiSi Cheng at 202-551-5004 or Kevin Woody at 202-551-3629
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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